Race For the MEGATRIX
''Race For the MEGATRIX is the 37th episode of BTUAM and the 7th episode of the third and final season. Summary While fighting Ben is accidentally sucked into the MEGATRIX along with a villain. Ben must race him to reach the MEGATRIX's core before the villain can gain all the MEGATRIX's powers. Plot 'Face it Tennyson, you cannot defeat me!' Vilgax shouted as he shot a beam at Ben. Ben quickly transformed into TriWuzzo and rolled out of the way. 'Hey, I'm just trying to figure out how you are still alive!' TriWuzzo shot triangle beams at Vilgax but they just shattered like glass. 'Blitzwolfer!' he shouted. As Benwolf he shot sonic screams at Vilgax but there was not much effect. Gwen and Kevin joined in. Gwen wrapped him in mana. The ropes began cracking so Kevin ran over to him and electrocuted him. Vilgax began shaking and his head lowered as he died. 'That was easy...' Kevin said. 'Too easy, WATCH OUT!' Ben shouted. Kevin was standing infront of Vilgax as he broke out of the mana and attempted to rip Kevin's head off. Ben quickly transformed into Buzzshock to create an electrical shield. Vilgax really began frying this time. 'Take this!' Ben taunted. Vilgax began to become vapor and was sucked into the electrical shield, then into the inactive MEGATRIX on Buzzshock's chest. Buzzshock was sucked in too and the MEGATRIX remained on the ground. 'Are you kidding me? Not this again!' Gwen shouted. She lifted the MEGATRIX. 'You think he will be okay?' Gwen asked. 'He should be, maybe you should try entering it like you did last time' Kevin said. Gwen crossed her legs and began levitating. Her astral form shot out of her and bonked it's head on the MEGATRIX faceplate, but she was unable to get inside. The projection returned to her body. 'This is bad' Gwen said. Inside the MEGATRIX, Ben and Vilgax were just teleporting. A green electrical hole opened up and Vilgax flew through, landing smack-bang on his head. Buzzshock flew through but managed to keep himself in the air. Vilgax lunged at Buzzshock but was electrocuted once more, then Buzzshock became Benvicktor and the two began wrestling. Benvicktor punched Vilgax across the face, causing Vilgax's head to turn sideways. Only then did Vilgax realise there were various DNA replicas walking around. Ben was still punched Vilgax when he shot out an eye beam and got Benvicktor in the eye. Benvicktor stumbled backwards as Vilgax took it all in. 'We are in the MEGATRIX!' he shouted. Benvicktor became Wildmutt, that way he would have no pain in his eyes that had been shot. Wildmutt tackled Vilgax and began scratching at his face but Vilgax cracked Wildmutt's jaw and threw him onto the floor. Ben squealed in pain as he reverted to human and rubbed his cheek. 'Animal cruelty, Ben 10 says NO!' Ben mocked at Vilgax. 'Fool, you mock me while you do not realise the power I could gain. We are inside the MEGATRIX! I just need to find the core and jump into it, I would be teleported out as a fusion of every single alien in the codon stream!' Vilgax shouted. Ben took a step back as he realised Vilgax was being serious. 'Not on my ''watch Ben said as he transformed. 'Shocksquatch!' He tackled Vilgax and sat on him, squishing the squid alien. 'Get off of me fatty!' Vilgax shouted. 'Never!' Ben taunted. He put his hands on Vilgax as electricity discharged from them. Vilgax screamed in pain. The pain was so bad that it gave Vilgax a power boost, he kicked Shocksquatch off of him and began running. As Shocksquatch flew through the air he transformed. 'Upgrade!' Ben said in his regular voice. Upgrade floated through the air, then merged with a mechanical building and gave it enhancements to grow wheels, legs and arms. The building chased after Vilgax. Vilgax turned and shot laser beams from a gun attached to his hand, but Upgrade formed a hole in the building and the laser passed through him, then Upgrade shot energy beams at Vilgax. One struck beneath Vilgax's feet and he flipped 20 ft into the air. Upgrade unmerged with the building and transformed into Cannonbolt as he landed on Vilgax. 'Again? What is with you and sitting on me as a fat alien?' Vilgax shouted. 'Hey!' said the Cannonbolt clone inside the MEGATRIX. It rolled away, hurt. Regular Cannonbolt rolled up on the struggling Vilgax and began rolling faster and faster, causing Vilgax to sink into the ground and be burnt. 'How do you like that?' Cannonbolt said, looking down at the mangled alien. He became Stickler, shocked Vilgax with electricity and flew out of the sky. Ben was back in his human form and searching for the MEGATRIX core when he met with the genetic copy of Ghostfreak. He walked over to Ghostfreak. 'Uh, excuse me, could you please direct me to the MEGATRIX core?' Ben asked. Ghostfreak turned around looking quite agitated. 'What for?' 'I was sucked in here and if I go through there I can return to my regular world, but I have to chase Vilgax because if he jumps through it he will get all the powers of every alien!' Ben explained. Ghostfreak's eye widened. 'Really?' Suddenly he ripped apart his skin revealing Zs'kayr 'Zs'kayr?!' Ben shouted, quickly stepping back. 'That's right kid!' he shouted as he shot an energy beam. Ben quickly flipped and dodged the energy beam. Zs'kayr began flying towards Ben, getting ready to take control of him. 'Get ready to be my partner, in crime!' Zs'kayr threatened. Zs'kayr merged with Ben but... 'Spidermonkey!!!!' Ben shouted. He shot a web from his tail and Zs'kayr's body flew out attached. He got stuck tied onto the web. 'That's right!' Spidermonkey shouted. He turned and started jumping from tree to tree, building to building, trying to get away from Zs'kayr but Zs'kayr sharpened his claws and cut himself out of the web. He tackled Spidermonkey to the ground. Spidermonkey struggled to get out of Zs'kayr's grip, but alas, there was no success. Suddenly there was a glow and beeping as Zs'kayr was thrown off of Spidermonkey as he grew larger. 'Ultimate Spidermonkey!' he shouted. 'Ahh, the evolutionary function!' Zs'kayr got ready to battle Ultimate Spidermonkey when Vilgax smashed through the building behind him and tackeld Zs'kayr to the ground. The two began wrestling and both shot an energy beam at Ben at the same time. They used the energy beams to pull him closer and the three began melee fighting until Ben got to a good distance. His jaw separated and he shot a powerful web out at them and the two got wrapped up in titanium-strong web. 'Suck on that!' Ultimate Spidermonkey shouted as he began laughing his ape laugh, then he jumped away. As Ben continued searching for the MEGATRIX core in his human form, he saw the genetic copy of XLR8. 'XLR8!' he shouted. Ben ran over to him. 'Yes?' XLR8 asked. 'I am Ben Tennyson, you are one of my favourite aliens to become!' Ben said. XLR8 shut his mask as he began blushing. 'Thank you very much.' 'Could you direct me to the MEGATRIX core?' Ben asked. 'Sure, but why?' XLR8 asked. 'Well Vilgax and Zs'kayr--' 'Say no more, follow me' XLR8 said as he began leading the way. Ben transformed into Echo Echo and lifted into the air, then began following. As the two were on their way, they saw Fasttrack step out. His eyes were purple and scarred. 'That is Fasttrack, is he okay?' Ben asked. 'We tend to stay away from eachother, I see him as a clone of me and that you are just replacing me with him' XLR8 explained. 'Don't say that, I could never replace you, you were one of my first ever aliens!' Suddenly Fasttrack punched XLR8. 'What the?' XLR8 shouted. He quickly grabbed Fasttrack's arms and spun him around. 'ChamAlien!' Ben shouted as he transformed. 'XLR8, lead him to that building over there!' Ben pointed as he became invisible. ChamAlien stood, waiting for XLR8 past him. Once XLR8 had passed him, Ben ducked and Fasttrack tripped over the invisible alien. 'Good work!' XLR8 shouted. 'Spitter!' Ben called as he transformed again. Spitter shot a trail of goo at Fasttrack, spinning the body around. Fasttrack stood and attempted to run but fell again. Suddenly Zs'kayr floated out of his body. 'You were controlling Fasttrack this whole time?' XLR8 asked. He got a run up, jumped over the trail of goo and lifted Fasttrack out of it. Spitter quickly shot goo at Zs'kayr as the ghost was distracted watching the two speed aliens. 'Ahh!' he shouted. Zs'kayr tried to become intangible but the goop wouldn't allow him. Spitter quickly became Articguana and froze Zs'kayr. Articguana then walked over to XLR8 and Fasttrack. 'Are you okay?' he asked. 'No, but that is not important. Vilgax and Zs'kayr agreed to team up and defeat you, so Zs'kayr took control of me and distracted you. While you were distracted Vilgax was suppose to kill you but he has run off for the MEGATRIX. You two, leave me here and get him!' Fasttrack instructed. XLR8 hesitated, then gently put down the fox alien and ran off. Ben transformed into AmpFibian and chased after XLR8. The two caught up to Vilgax in no time. 'Stop there!' Ben shouted as he held out his tentacle and lightning shot out of it. Vilgax tripped and faceplanted for the millionth time. XLR8 quickly ran circles around him, creating a tornado. Vilgax was lifted into the air and flung a few feet away. AmpFibian transformed into Stormfront and got ready to merge his and XLR8's tornadoes to kill Vilgax, but Vilgax was gone. Suddenly he heard Zs'kayr's laughter. Zs'kayr and Vilgax were standing behind XLR8, ready to kill him. Stormfront shot an electricity blast at Vilgax, blasting him far away. But he was too late, Zs'kayr shot an energy beam into his head. Stormfront reverted to human and lifted him. 'Ben, save yourself!' XLR8 begged. 'I can't leave you to die!' Ben argued. 'Yes you can, I am just a genetic clone, my DNA will float through to the MEGATRIX's core and I will be reborn later on. I will keep my memory and everything' XLR8 explained. 'Just kill Zs'kayr and follow my DNA trail to the core, you will find Vilgax there, KILL HIM.' Ben listened. 'Hey Zs'kayr! Come at me, bro!' Ben shouted. He charged at Zs'kayr and jumped into the ghost's body. Inside he activated the MEGATRIX and transformed into Heatblast. As Heatblast he shot a powerful, powerful fire blast causing Zs'kayr to implode. Heatblast was a lava puddle in the ground as he regenerated. 'XLR8' he said as he looked at the trail of the DNA floating through the sky. 'I'M COMING FOR YOU VILGAX!' Heatblast shouted. He put his hands together and shot a blast of fire, shooting him into the air. Then he flew off towards the core. Heatblast landed at the core, watching Vilgax eagerly run towards it. 'Vilgax!' he shouted. Vilgax stopped and turned to face Ben who had just reverted to human form. 'Tennyson, before I become all powerful ruler of the galaxies, I want to say I defeated you in my regular body!' Vilgax held out his hand and a sword zapped into it. He charged at Ben, ready to slice his head off. Ben charged at Vilgax in his regular form. Without touching and button, Ben's body began slowly changing. His body grew larger and yellow. A shell grew around his back and drills out of his arms. 'Armodrillo!' Ben shouted. Vilgax knew he couldn't stop running, so he asked; 'How did you do that?' 'Telepathy!' Ben shouted. He jumped and dove at Vilgax, crushing him and sending him right into the ground. Armodrillo began pumping his arms, causing the earth around him to move and send Vilgax deeper through the ground. Armodrillo jumped out of the shaft with ease, then transformed. 'WAY BIG!!!!!!!!!!!!!!!' Ben shouted. He put only his foot down the long shaft and flicked Vilgax out of it, then threw him high into the air, sending Vilgax out of the MEGATRIX without mutating. Way Big quickly jumped into the MEGATRIX core and reappeared outside of it, on the Earth. 'BEN!' Gwen and Kevin shouted. 'No time!' Way Big said. He looked at the sky as Vilgax began falling towards the Earth. Way Big cocked his leg, ready to volley Vilgax like a soccer ball. At the right moment, he kicked his leg with tremendous strenght and Vilgax's already limp body flew out into space. Way Big reverted to human. 'What happened?' Gwen asked. 'Meh, the usual' Ben said. 'Let's go to Mr. Smoothy!' Major Events *Vilgax and Zs'kayr make their return! Characters *Ben Tennyson *Gwen Tennyson *Kevin Levin *XLR8 *Fasttrack *Cannonbolt (cameo) Villains *Vilgax *Zs'Skayr Aliens Used *TriWuzzo *Blitzwolfer *Buzzshock (Ben is sucked into the MEGATRIX while in this form) *Benvicktor *Wildmutt *Shocksquatch *Upgrade *Cannonbolt *Stickler *Spidermonkey *Ultimate Spidermonkey *Echo Echo *Spitter *Articguana *AmpFibian *Stormfront *Heatblast *Armodrillo *Way Big Trivia *This was originally a game but made into a film-adaptation. The game will be released after the series is over. *Out of all the aliens Ben becomes, he uses aliens starting with "S" the most throughout the episode becoming 5 of them. Category:ET Category:Episodes Category:Episodes in Ben 10: Ultimate Alien MEGATRIX Category:Filler Episodes